1. Date of Board Resolution: 115/08/13 2. Type of Privately Placed Securities: Common Shares 3. Recipients of Private Placement and Their Relationship with the Company: (1) The recipients of this private placement meet the definition of specific investors under Article 43-6 of the Securities and Exchange Act and are strategic investors. (2) Confirmed Subscriber: Jia Deng Venture Capital Co., Ltd. (3) Relationship between the recipient, its top ten shareholders, and the company: Not insiders or related parties of the company. (4) Number of subscribed shares: 2,000,000 shares 4. Number of Privately Placed Shares: 2,000,000 shares 5. Authorized Private Placement Limit: At the annual shareholders’ meeting on May 14, 115, the company approved a cash capital increase through private placement of common shares, with a total limit not exceeding 5,000 thousand shares. The board is authorized to conduct the placement once or twice within one year. 6. Basis and Reasonableness of Pricing: August 13, 115 is designated as the pricing date. Based on the resolution of the annual shareholders’ meeting on May 14, 115, the reference price is determined by taking the higher of the following two benchmarks: (1) The simple arithmetic average of closing prices of common shares one, three, or five business days prior to the pricing date, adjusted for free share distributions, dividends, and reverse rights adjustments due to capital reduction, results in NT$167, NT$162.83, and NT$158.60 respectively. (2) The simple arithmetic average of closing prices over the 30 business days prior to the pricing date, similarly adjusted, yields NT$168.65. The higher value, NT$168.65, is taken as the reference price. The actual private placement price is set at NT$135 per share, equivalent to 80.05% of the reference price, within the range authorized by the shareholders’ meeting. 7. Use of Proceeds from This Private Placement: To strengthen working capital and repay bank borrowings. 8. Reasons for Not Conducting a Public Offering: Considering that private placement offers speed and simplicity, and the restriction on free transferability of privately placed securities for three years helps ensure long-term cooperation between the company and the subscriber. Additionally, authorizing the board to conduct private placements based on actual operational needs enhances fundraising flexibility and responsiveness. 9. Dissenting or Reserved Opinions from Independent Directors: None. 10. Actual Pricing Date: 115/08/13 11. Reference Price: NT$168.65 per share 12. Actual Private Placement Price, Conversion Price, or Subscription Price: NT$135 per share 13. Rights and Obligations of Newly Issued Privately Placed Shares: The rights and obligations of the newly issued privately placed shares are identical to those of the company’s currently outstanding common shares. However, pursuant to Article 43-8 of the Securities and Exchange Act, privately placed securities may not be freely transferred for three years from the date of delivery. After three years, the board may, at an appropriate time and in accordance with relevant laws and regulations, apply to the competent authority to complete procedures for public offering and listing. 14. Conversion, Exchange, or Subscription Benchmark Date (if applicable): Not applicable. 15. Potential Dilution Impact (if applicable): Not applicable. 16. Impact on Listed Common Shares after Full Conversion of Privately Placed Bonds (if applicable): Not applicable. 17. Measures for Low Liquidity if Listed Common Shares Are Less Than 60 Million or 25%: Not applicable. 18. Other Matters to Be Disclosed: (1) Period for Payment of Share Consideration: 115/08/13 to 115/08/27 (2) Benchmark Date for New Shares Issued in Capital Increase: 115/08/27 (tentative), subject to change by the Chairman based on actual receipt of funds. (3) For any other matters regarding this private placement of common shares, or if changes become necessary due to legal amendments, regulatory opinions, operational assessments, or changes in objective conditions, the board agrees to fully authorize the Chairman to handle such matters. Upon completion, the matter will be reported to the next shareholders’ meeting as required.

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  • Source: PR Times
  • Category: 財務